The Hartford Financial Services Group in $2.5 Billion Investment by Allianz SE

October 17, 2008

Cleary Gottlieb represented The Hartford Financial Services Group in connection with a $2.5 billion capital investment by Allianz SE. Under the terms of the investment agreement, Allianz purchased, at $31 per share of common stock, $750 million of preferred shares convertible to common stock after receipt of antitrust approval and $1.75 billion of 10% junior subordinated debentures. Allianz also received warrants which entitle it to purchase approximately 69 million shares of common stock at an exercise price of $25.32 per share, subject to receipt of insurance, regulatory and shareholder approvals. The warrants expire in seven years. The initial transaction agreement was signed on October 6. The investment agreement and related documentation were signed, and the transaction closed, on October 17.

The Hartford, a Fortune 100 company, is one of the nation’s largest financial services companies, with 2007 revenues of $25.9 billion. The Hartford is a leading provider of investment products, life insurance and group benefits; automobile and homeowners products; and business property and casualty insurance. Its international operations are located in Japan, the United Kingdom, Canada, Brazil and Ireland.